Exhibit 10.1


 


FORM OF INDEMNIFICATION AGREEMENT



 


This Indemnification Agreement (this “Agreement”)
is made as of              , 2015 by and between Fifth Street
Asset Management Inc., a Delaware corporation (the “Company”), and [               ]
(“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and
Indemnitee covering the subject matter of this Agreement. Certain capitalized terms used herein are defined in Section 2 hereof.


 


RECITALS 


 


WHEREAS, highly competent persons have
become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of such corporations;


 


WHEREAS, the Board of Directors of the
Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company
will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and
its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions
and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time,
directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive
and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against
the corporation or business enterprise itself;


 


WHEREAS, the uncertainties relating to
such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that
the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, the Amended and Restated Bylaws
of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company and the Amended
and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) requires indemnification
of the directors of the Company, Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of
the State of Delaware (the “DGCL”). The Bylaws, the Certificate of Incorporation and the DGCL expressly provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the Board, officers and other persons with respect to indemnification;


 


WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify,
and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or
continue to serve the Company free from undue concern that they will not be so indemnified;


 




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WHEREAS, this Agreement is a supplement
to and in furtherance of the Bylaws, the Certificate of Incorporation and any resolutions adopted pursuant thereto, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee does not regard the
protection available under the Bylaws, the Certificate of Incorporation and insurance as adequate in the present circumstances,
and may not be willing to serve as a director or officer without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that he or she be so indemnified.


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Services to the Company.
Indemnitee agrees to serve as a director or officer of the Company, as the case may be. Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in
which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall
not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee
specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if
any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise
provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise),
other applicable formal severance policies duly adopted by the Board or, with respect to service as a director or officer of the
Company, by the Certificate of Incorporation, the Bylaws or the DGCL. The foregoing notwithstanding, this Agreement shall continue
in force after Indemnitee has ceased to serve as a director or officer of the Company, as provided in Section 16 hereof.


 


Section 2. Definitions. As
used in this Agreement:


 


(a) References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person
authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee,
fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise
at the request of, for the convenience of or to represent the interests of the Company or a subsidiary of the Company.


 


(b) A “Change in Control”
shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 




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i. any Person is or becomes the Beneficial
Owner (as defined below), directly or indirectly, of securities of the Company representing 15% or more of the combined voting
power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s
securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to
vote generally in the election of directors;


 


ii. during any period of two consecutive
years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute
the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company
to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority of the members of the Board;


 


iii. the effective date of a merger or
consolidation of the Company with any other entity, other than a merger or consolidation that would result in the voting securities
of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding
or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting
securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least
a majority of the board of directors or other governing body of such surviving entity;


 


iv. the approval by the stockholders of
the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets; and


 


v. there occurs any other event of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar
item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting
requirement.


 


For purposes of this Section 2(b), the following terms
shall have the following meanings:


 


(A) “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(B) “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person
shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan
of the Company and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.


 


(C) “Beneficial Owner”
shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial
Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger
of the Company with another entity.


 




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(c) “Corporate Status”
describes the status of a person who is or was a director, trustee, partner, managing member, officer, employee, agent or fiduciary
of the Company or of any other corporation, limited liability company, partnership or joint venture, trust or other enterprise
which such person is or was serving at the request of the Company.


 


(d) “Disinterested Director”
shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought
by Indemnitee.


 


(e) “Enterprise” shall
mean the Company and any other corporation, limited liability company, partnership, joint venture, trust or other enterprise of
which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee,
agent or fiduciary.


 


(f) “Expenses” shall
include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements,
obligations or expenses of the types customarily incurred in connection with, or as a result of, prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a deponent or witness in or otherwise participating in a Proceeding.
Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including,
without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond
or its equivalent, (ii) expenses incurred in connection with recovery under any directors’ and officers’ liability
insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such
indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 14(d)
only, Expenses incurred by or on behalf of Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement, by litigation or otherwise. Expenses shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.


 


(g) “Independent Counsel”
shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel
referred to above.


 




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(h) The term “Proceeding”
shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory, legislative
or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as
a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer
of the Company, by reason of any action taken by him or her (or a failure to take action by him) or of any action (or failure to
act) on his or her part while acting pursuant to his or her Corporate Status, in each case whether or not serving in such capacity
at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement of Expenses can be provided
under this Agreement. If Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of
a Proceeding, this shall be considered a Proceeding under this paragraph.


 


(i) Reference to “other enterprise”
shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect
to any employee benefit plan; references to “serving at the request of the Company” shall include any service
as a director, officer, employee or agent of the Company that imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as
referred to in this Agreement.


 


Section 3. Indemnity in Third-Party
Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent
permitted by applicable law against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe that his or her conduct was unlawful. The parties hereto intend that this Agreement, to the fullest extent permitted
by law, shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any
indemnification provided by the Certificate of Incorporation, the Bylaws, vote of its stockholders or Disinterested Directors or
applicable law.


 


Section 4. Indemnity in Proceedings
by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted
by applicable law against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company. If applicable law so provides, no indemnification for Expenses shall
be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged
by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which
the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 




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Section 5. Indemnification for
Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest
extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on
the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or her or on his or her behalf in connection with or related to each successfully resolved
claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 


Section 6. Indemnification For
Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable
law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or otherwise asked to participate
in any aspect of a Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


Section 7. Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled.


 


Section 8. Additional Indemnification.


 


(a) Notwithstanding any limitation in
Sections 3, 4 or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a
party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by or on behalf of Indemnitee in connection with the Proceeding.


 


(b) For purposes of Section 8(a),
the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited
to:


 




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i. to the fullest extent permitted by
the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision
of any amendment to or replacement of the DGCL; and


 


ii. to the fullest extent authorized or
permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to
which a corporation may indemnify its officers and directors.


 


Section 9. Exclusions. Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in
connection with any claim made against Indemnitee:


 


(a) for which payment has actually been
made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent such payment is
insufficient to satisfy the Indemnitee’s right to indemnification hereunder; or


 


(b) for (i) an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b)
of the Exchange Act or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by
Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the
sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise
from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation
of Section 306 of the Sarbanes-Oxley Act); or


 


(c) except as provided in Section 14(d)
of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding
(or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees,
unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment
arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought or raised by Indemnitee in any
Proceeding (or any part of any Proceeding), or (iii) the Company provides the indemnification, in its sole discretion, pursuant
to the powers vested in the Company under applicable law.


 


Section 10. Advances of Expenses.
Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance, to
the extent not prohibited by law, the Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding (or any
part of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within 30 days after the receipt by the
Company of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee
in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed
or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included),
whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest-free. Advances shall be
made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement. In accordance with Section 14(d), advances shall include
any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing
and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon the execution
and delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay
the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10
shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.


 




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Section 11. Procedure for Notification
and Defense of Claim.


 


(a) Indemnitee shall notify the Company
in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder
as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof or Indemnitee’s becoming
aware thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts
underlying the Proceeding, in each case, to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee
shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification
following the final disposition of such Proceeding. The failure by Indemnitee to notify the Company hereunder will not relieve
the Company from any liability that it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in
so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely
with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company. The Chief Financial Officer
of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.


 


(b) The Company will be entitled to participate
in the Proceeding at its own expense.


 


(c) The Company shall not settle any Proceeding
(in whole or in part) if such settlement would impose any Expense, judgment, liability, fine, penalty or limitation on Indemnitee
for which Indemnitee is not entitled to be indemnified hereunder without Indemnitee’s prior written consent.


 


Section 12. Procedure Upon Application
for Indemnification.


 


(a) Upon written request by Indemnitee
for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall
not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board,
by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within 10 days after such determination. Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure
and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including
attorneys’ fees and disbursements) incurred by or on behalf of Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will
advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including
a description of any reason or basis for which indemnification has been denied.


 




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(b) In the event the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel
shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel
shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of
the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply),
and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In
either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have
been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided,
however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the
requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is
without merit. If, within 20 days after the later of submission by Indemnitee of a written request for indemnification pursuant
to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not
objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection that shall have been
made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent
Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof.
Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


 




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(c) If the Company disputes a portion
of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed portion withheld
pending resolution of any such dispute.


 


Section 13. Presumptions and Effect
of Certain Proceedings.


 


(a) In making a determination with respect
to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent
not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent
not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or
Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the
Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) Subject to Section 14(e), if
the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor,
the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided,
however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person,
persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further,
that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 12(a) of this Agreement and if (A) within 15 days after receipt
by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for
their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat,
or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination,
such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this
Agreement.


 




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(c) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(d) For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books
of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers
of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records
given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected
with the reasonable care by the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to
limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth
in this Agreement. Whether or not the foregoing provisions of this Section 13(d) are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company.


 


(e) The knowledge and/or actions, or failure
to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section 14. Remedies of Indemnitee.


 


(a) Subject to Section 14(e), in
the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of
this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5, 6 or 7 or the last sentence of Section 12(a) of this Agreement within 10 days after
receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of
this Agreement is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification, or
(vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided
or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his or her entitlement
to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration
to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 14(a); provided, however, that the
foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5
of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 




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(b) In the event that a determination
shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial
proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is
not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c) If a determination shall have been
made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d) The Company shall, to the fullest
extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this
Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate
in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent
of the Company that, to the fullest extent permitted by law, Indemnitee not be required to incur legal fees or other Expenses associated
with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because
the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The
Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within 10 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law,
such Expenses to Indemnitee, which are incurred by or on behalf of Indemnitee in connection with any action brought by Indemnitee
for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the
underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to
the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.


 


(e) Notwithstanding anything in this Agreement
to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to
be made prior to the final disposition of the Proceeding.


 




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Section 15. Non-exclusivity; Survival
of Rights; Insurance; Subrogation.


 


(a) The rights of indemnification and
to receive advancement of Expenses as provided by this Agreement (i) shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement,
a vote of stockholders or a resolution of the Board, or otherwise and (ii) shall be interpreted independently of, and without
reference to, any other such rights to which Indemnitee may at any time be entitled. No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent
that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Bylaws, Certificate of Incorporation and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


 


(b) To the extent that the Company maintains
an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise,
Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage
available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a
notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company
shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.


 


(c) In the event of any payment under
this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as
are necessary to enable the Company to bring suit to enforce such rights.


 


(d) The Company shall not be liable under
this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement of Expenses is provided
hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise.


 


(e) The Company’s obligation to
indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer,
trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership,
joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise.


 




    	 	13	 



     


    

 


Section 16. Duration of Agreement.
This Agreement shall continue until and terminate upon the later of (a) 10 years after the date that Indemnitee shall have
ceased to serve as a director or officer, as applicable, of the Company or (b) one year after the final termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder
and of any proceeding (including any appeal) commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto.
The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement shall be binding upon
and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue
as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and
shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other
legal representatives. The Company shall require and shall cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company to, by written agreement, expressly
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform
if no such succession had taken place.


 


Section 17. Severability. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
then: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


 


Section 18. Enforcement.


 


(a) The Company expressly confirms and
agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to
serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving
as a director or officer of the Company.


 


(b) This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however,
that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws, any directors’
and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute therefor, nor
to diminish or abrogate any rights of Indemnitee thereunder.


 




    	 	14	 



     


    

 


Section 19. Modification and Waiver.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this
Agreement nor shall any waiver constitute a continuing waiver.


 


Section 20. Notice by Indemnitee.
Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement
of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise, except to the extent that such failure materially prejudices
the Company.


 


Section 21. Notices. All notices,
requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so
mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication
shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has
been received:


 


(a) If to Indemnitee, at the address indicated
on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.


 


(b) If to the Company to:


 


Fifth Street Asset Management Inc.


777 West Putnam Avenue, 3rd Floor


Greenwich, CT 06830


Facsimile: (203) [           ]


Attention: Chief Financial Officer


 


or to any other address as may have been furnished to Indemnitee
by the Company.


 


Section 22. Contribution. To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf
of Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


 




    	 	15	 



     


    

 


Section 23. Applicable Law and
Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal
court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive
any objection to the laying of venue of any such action or proceeding in the Delaware Court and (iv) waive, and agree not
to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper
or inconvenient forum.


 


Section 24. Identical Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


Section 25. Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


 


- Signature Page Follows -


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed as of the day and year first above written.


 





	FIFTH STREET ASSET

 MANAGEMENT INC.	 	INDEMNITEE
	 	 	 	 	 
	
        By:
	 	
	
        By:
	

	 	Name:	 	Name:	 
	 	Title:	
	
        Address:
	

	 	 	 	 	 
	 	 	 	 	 







 


[Signature Page – Indemnification
Agreement]